Here's to Your Stealth
by Ann29
Summary: An unforeseen accident throws Baloo into the 'drink' of insanity when he gets caught up in a battle between competing root beer companies.
1. Chapter 1

**Here's to Your Stealth  
Part 1**

_TaleSpin_ and its characters are the property of Buena Vista/Disney Co. and are used without permission. All other characters are mine and cannot be used without permission.

_**Higher for Hire  
April 1937**_

_Ploop!_

Baloo cast his hook, baited with a triple-action twisted wiggly, into the Cape Suzette harbor with the practiced ease of a seasoned professional. He let the fishing pole dangle lazily between his fingers and leaned back against the signpost at the end of the dock with a sigh of satisfaction.

"Shouldn't we be on our way to Hounsland by now?" Kit said, glancing uneasily at his watch, then over his shoulder at Higher for Hire. "Miz Cunningham said..."

"Cool your engines, Li'l Britches. We'll make it. Right now, we've got bigger fish to fry. Much bigger. This is the day that we're gonna catch Ol' Flippy."

Kit twirled the net in his hands as he watched the red-and-white bobber rise and fall on the gentle waves. "Who's Ol' Flippy?"

"Only the biggest fish in these here waters. Fishermen have been tryin' to snag him for goin' on twenty-five years. They say he's nigh on fifty pounds an' could chomp a hole the size of a bowling ball in a boat with one bite."

"He sounds more like a legendary sea monster than a fish," Kit said skeptically. He had seen too much in his twelve years to swallow that whopper.

"Nope, Ol' Flippy's definitely a fish an' a slippery fish at that. Fame and fortune await whoever gets him, an' I think today's the day. After all, it don't get any better than this." Baloo waved his large hand at their surroundings. "The sun is shinin', the birds are singin'..."

Hearing footsteps on the weatherbeaten dock, Kit turned to see a petite brown bearess approaching them. "The boss is coming."

"Ba-_loo_!"

The big grey bear cringed. Despite the fact that he had only worked for Rebecca Cunningham for a few months, he knew that that tone meant that he was in trouble. Again. He turned his back towards her, hoping that if he ignored her, she would disappear.

Unfortunately for him and his fishing plans, that didn't happen.

"Why is it that every time I see you, you're goofing off?" Rebecca assumed the most common pose that she used around her lazy pilot - hands on her hips and a scowl on her face.

Baloo returned her scowl. "Fishin' ain't goofin' off. Fishin' is..."

"Making you late for your next pick-up." Pointing at her wristwatch, she said, "You were supposed to be in the air and on the way to Hounsland a half hour ago."

Baloo's attention returned to fishing when the end of his pole suddenly bent towards the water. Whatever was on the end of that line was so heavy that it was trying to yank the rod out of his hands. "Later, Becky, later. Right now, I got me a fish to catch." Excited, he stood and started to reel the line in, digging his heels into the dock to avoid being pulled into the harbor.

"You'll catch it if you don't get going. Give me that!" Rebecca wrenched the pole from his grasp, thereby yanking the hook out of the water. The humongous fish dangling from it slipped off and jumped back into the bay with a tremendous _splash_, drenching the three bears.

Water streaming from the bill of his baseball cap, Kit gaped a little at the size of the one that got away. "Was that...?"

"Sure was, Li'l Britches," the pilot replied, disappointed. His gaze was riveted to the ripples made by Ol' Flippy. "Sure was..."

Rebecca, even more angry now that she was soaked, wrung water out of her hair. "I want you two out of my sight _now!_"

"All right. All right." Baloo reclaimed his fishing pole, casting a dirty look at his boss. "C'mon, Kit."

The sodden pilot and navigator squelched their way towards the yellow seaplane moored nearby, leaving a trail of puddles in their wake.

Cupping her hands around her mouth, Rebecca called after them, "And don't drink the cargo!"

_**Hounsland  
Several Hours Later**_

The _Sea Duck_ splashed down in a placid lake near a picturesque alpine village where church steeples and rooftops pointed towards the clear blue sky. The verdant mountain rising behind the village was spread with a blanket of blue cornflowers interspersed between fragrant fir trees.

As Baloo guided the seaplane towards a stone dyke jutting out into the water, he said, "Ah, Hounsland. Home of the best polka, liverwurst, an' root beer in the world. Last time I was here, my quick pick-up turned into a week's pick-me-up. Brush up on your oom-pah-pahing, Li'l Britches, 'cause these Hounslanders like to party."

Baloo opened the back hatch and hurried down it, anticipating a good time. He stopped in his tracks when he noticed that the town was silent save for the chiming of the church bells. In fact, it seemed completely deserted.

"Some party," Kit said wryly.

"I don't get it." Confused, Baloo rubbed the back of his neck. Seeing a woman peering suspiciously at them from the second-story window of a nearby house, he called to her. "Hey, we're from outta town. Could you..."

_Slam!_ went the window.

"Give us some info?" Baloo concluded lamely.

While Baloo and Kit stood on the stone dyke and wondered what they should do next, a truck pulled up next to them.

A canine truck driver, clad in baggy overalls and a cap with the bill pulled down to his sunglasses, got out of the vehicle. A muffled, "_Guttentag_," came through his long black beard.

"Hiya, pal," Baloo said with a friendly smile as he and Kit followed the driver to the rear of the truck. "Higher for Hire here to pick up a shipment of Wulff's Wunderbar Root Beer. Ready to roll out the barrel? The root beer barrel, that is."

When the man didn't reply, Baloo tried again. "Unloadin' cargo must be the _wurst_ job in the world. Get it, wurst? As in bratwurst?" He chuckled wanly. Sensing that the driver was intent on his business, he asked seriously, "Say, ya want any help with them crates?"

"No."

"Whatever you say, mister." Baloo shared a look with Kit, who shrugged. They gave the driver a wide berth as he worked.

Wordlessly, the man transferred the crates containing bottles of root beer from the truck to the plane. Wordlessly, he handed Baloo a packing slip. Wordlessly, he clicked the heels of his boots together in a farewell salute, climbed into his truck, and drove away.

"I've gotten warmer receptions in Thembria," the pilot muttered, flipping the lever to close the back hatch. He and his young navigator squeezed through the maze of crates in the cargo hold in order to reach the cockpit.

Kit settled into the co-pilot's seat and spread the map across his lap. "Did you see that ring with the Swatzi symbol on his finger?" From what he had seen in the newsreels and read in the newspapers, he was becoming increasingly uneasy about the Swatzis and their doings.

"Can't say as I did, kid," Baloo replied, starting up the engines.

Kit glanced back at the cargo hold. He could hear the bottles clinking due to the plane's vibration. A thought crossed his mind: _I wonder if it's safe to drink? _

_**Meanwhile...**_

Kit's fears would have been confirmed if he could have seen the truck driver rip off his long black beard, revealing a brown goatee. He then removed his cap and sunglasses; a glint of triumph was in his intelligent eyes. He stuffed beard, cap, and sunglasses into the glove compartment. "That root beer will give a new meaning to that quaint Uslandian phrase - out of sight."

He chuckled a little as he started the truck.

_**The Sea Duck  
A Little While Later**_

"Boy, my mouth is dry," Baloo said, smacking his lips. He set the 'autopilot', a crowbar slung across the control yoke. "I'm gonna go grab me one of them root beers. Want one?"

"No, thanks, and I don't think you should either. Remember what Miz Cunningham said about not drinking the cargo?"

"Don't worry. I'll pay her back." Baloo began rummaging in his shirt pocket for change. "One little ol' sody pop don't cost that much." Finding nothing but lint and a gum wrapper, he asked, "Uh...ya got a dime, partner?"

Kit sighed, thinking, _How did I know that was coming?_ He pulled ten cents out of his pocket and flipped it into Baloo's outstretched palm.

"Moochus gracious," the big bear said, disappearing into the cargo hold.

Kit could hear the _plink_ of a bottlecap as it hit the floor. Then, he heard noisy gulping followed by a reverberating _burp!_ The boy shook his head, knowing the scolding that awaited them when they got home. _When will Baloo ever learn?_

A moment later, Baloo dropped into the pilot's seat, saying, "Take a gander at this, Li'l Britches. Wulff's got a new bottlecap. This'll be a honey for my collection."

When Kit glanced over at Baloo, his jaw dropped.

The bottlecap seemed to be tossing itself up and down in midair over the empty pilot's seat before flipping itself into Kit's hand. The boy blinked, rubbed his eyes, then stared again. "P-papa Bear?"

"Hey, what's wrong, Li'l Britches?" Baloo released the autopilot and hung the crowbar on the back of his seat. "You look like you've seen a ghost."

A bewildered Kit gulped. His gaze traveled from the crowbar, which had seemed to move on its own accord, to the bottlecap in his hand, to the empty pilot's seat. He gulped again. "I don't know what I'm seeing or _not_ seeing."

"Whattaya mean?"

"I can't see you, Baloo." Kit fought to keep his voice even. His hand holding the bottlecap trembled slightly.

"Is this some sort of April Fool's joke? I'm sittin' right here. Large as life."

Kit's voice cracked when he said, "Are you sure?"

Baloo chuckled jovially and tousled the boy's hair. "Couldn't be surer."

Straightening his baseball cap, Kit suggested, "Glance in your side-view mirror."

"How come?"

"Just do it."

"You know that glass was shot out by Karny and his gang yesterday and Wildcat hasn't had a chance to fix it yet. "

"Okay, um, try this." Kit picked a spoon up off the floor and held it towards the pilot's seat.

Baloo took the spoon.

"See anything...unusual?" Kit prompted.

He got his answer when the _Sea Duck_ began to plummet.

"Baloo, pull up! Pull up!" the boy yelled. His stomach sank as fast as the plane as he watched a forest rush up to meet them.

Yanking back on the stick reflexively, Baloo repeated, "I don't believe this! I don't believe this!"

"You can say that again," Kit said, panting a little from their near-miss. Looking out the window, he could see that there were a few leaves and branches dangling from the starboard pontoon.

"I don't believe this!" Baloo looked at his hands, but couldn't see them. "I'm...solid gone!"

"What could have happened?"

"Don't know. I was fine until I drank that root beer."

"The root beer!" pilot and navigator exclaimed simultaneously. They both then said, "Excuse me," when they collided into each other on the way back to the cargo hold.

Kit got a weird sensation in the pit of his stomach, as when the plane had suddenly dropped, when he saw a bottle of root beer rise up out of one of the crates and float in midair.

"Tasted like ordinary root beer to me."

"With a new secret ingredient," Kit pointed out.

"I can't be invisible," Baloo wailed. "Think of my image."

"Your image is going to be the least of your worries," Kit said, directing his speech towards the floating root beer bottle. "Think of what Miz Cunningham is going to say."

"Oh, man..."

_**Higher for Hire**_

When the _Sea Duck_ gently bumped against the dock, Kit asked the question that had been on his mind for hours, "How are we gonna tell Miz Cunningham that her pilot is invisible?"

"Who says we hafta tell her?" Baloo said slyly.

"I think she's going to notice sooner or later, Baloo," the boy retorted. Sometimes he couldn't believe how naive this world-traveling pilot could be. He was only twelve, but it was obvious to him that they couldn't hide Baloo's invisibility from their boss.

"Let it be later, then. We'll hurry up and get this cargo unloaded, then I'm gonna get in some grade-A goofin' off without Miz Manager spyin' on me."

Knowing that he couldn't win this argument, Kit shrugged. "I'll go get the dolly." He ran up the dock into Higher for Hire's warehouse. Casting a glance through the open door connecting the warehouse and office, he could see Rebecca diligently digging through the filing cabinets with her back towards him.

He also noticed that the dolly was leaning against her desk instead of being in the warehouse where it belonged.

_Why is nothing easy ever simple? _Kit thought as he tiptoed crossed the office, grabbed the dolly's handle, and headed back towards the warehouse with the dolly squeaking behind him.

Just when Kit thought that he had avoided being stuck in the crossfire between Baloo's crazy schemes and Rebecca's scoldings, the file cabinet drawer slammed shut. The boy winced as if he had been shot. _Busted!_ He went to race outside when...

"Oh, good, Kit, you're back," Rebecca said, placing a couple of files on her desk. "Where's Baloo? I need to talk to him."

"Haven't seen him, Miz Cunningham," Kit replied, truthfully enough. He glanced guiltily through the open warehouse door towards the _Sea Duck_.

"What do you mean, you haven't seen him? He just came back from Hounsland with you, right?"

"Sort of..." He nervously twisted his hands around the dolly's handle.

Rebecca's eyes narrowed in suspicion. "What do you mean, 'sort of'?"

Kit squirmed a little. Baloo was his best friend; therefore he wanted to stick up for him, even when he was doing something wrong. However, there was something in his boss's steady gaze that _made_ him tell the truth.

Dropping his eyes, he stammered, "Um...you see, Miz Cunningham... Actually, you _can't _see. Jeepers. How should I explain this? Come here." He led her to the warehouse door where they could see a stack of four crates apparently floating themselves up the dock, toward the building.

When Rebecca was able to pick her jaw up off the floor, she exclaimed, "What is _that?_"

"Baloo. I guess you could say he's, um, invisible."

"_WHAT?_"

Rebecca and Kit watched as the crates magically drifted past them into the warehouse.

"Here we go," Kit muttered under his breath as Rebecca stormed over to the crates and grabbed Baloo's earlobe with unerring accuracy.

"_Yeowch!_ Becky, what are ya doin'?" the big bear cried, nearly dropping the cargo.

"I could ask you the same thing," she gave his ear a savage pinch before releasing it. "How _dare_ you be invisible?"

Putting the crates down, he said, "Trust me, this just happened."

Rebecca had the urge to give her pilot a satisfying kick in the rear. Out of all of the stunts that he had pulled to get out of working, this was the most outrageous. "Weather 'just happens'. The sun coming up in the morning 'just happens'. Invisibility doesn't 'just happen'!"

Kit interjected, "It does if you drink root beer."

"_Root beer?_" Rebecca exclaimed, becoming increasingly frustrated. "You expect me to swallow that story?" She made a move as if to strangle Baloo. However, he stepped aside just in time to avoid her attack, thus causing her to trip over the dolly and sprawl onto the floor.

"No story, boss lady," Baloo said, assisting her to her feet. "The root beer we picked up from Hounsland was laced with somethin'. One sip and I was sight unseen."

Kit nodded. "It's true."

"In that case, you saved Higher for Hire's reputation, not to mention a lot of people, by not delivering a dangerous product, Baloo," Rebecca said thoughtfully. Her anger abated as she dusted herself off. "But that still doesn't explain who would put an invisibility formula in root beer? And why?"

_**Wulff's Wunderbar Factory  
The Really Black Forest, Hounsland**_

In a tiny, yet tidy lab full of bubbling beakers and chemical bottles, a German shepherd with a brown goatee, who looked suspiciously like the truck driver, bent over a lab bench. He was carefully adding a drop of a yellow liquid into a beaker of clear liquid. When the two chemicals combined, the beaker's contents sizzled and turned red, as red as the red on his Swatzi signet ring.

He gently swirled the beaker. "Only one more ingredient and another batch will be ready for those root beer swilling Uslandians. _Und_ while they're dealing with their little invisibility problem, we Swatzis will take over the world!"

"Were your morning errands successful, Dr. Howlitz?" asked a young, portly German shepherd as he entered the lab.

Dr. Howlitz's immediately assumed a benign expression. He addressed his employer as if he were a favorite nephew. "Yes, Hansel. They were successful."

Hansel crossed the lab and picked up the beaker containing the red liquid. Pushing his wire-rimmed glasses up on his nose, he asked, "Is this for the next batch of root beer? It doesn't look quite right somehow."

"Don't touch that!" Dr. Howlitz barked, snatching the beaker from him. "I mean, it tastes terrible. Added too much sassafras by mistake. Bitter. Very bitter."

"You'll dispose of it, I hope. Father wouldn't like if we changed his root beer formula, and I wouldn't want to disappoint him, even now." Hansel glanced at a portrait above the door where an older version of himself beamed jovially down at him.

The young man then pulled an apple strudel out of his pocket and nervously bit into it, causing crumbs to litter the floor. "And when Father was alive, he never thought the factory needed guards or fences or..."

"Tch! You worry too much, my boy," Dr. Howlitz said soothingly. "These are uncertain times. Those things are merely a precaution to ensure that Wulff's will provide the same unparalleled products." He smiled sinisterly at the beaker in his hand. "Unparalleled indeed..."

_**Khan Towers  
Cape Suzette**_

In the elevator on the way up to Shere Khan's penthouse office, Owen took a bottle of antacid out of his pocket, unscrewed the cap, and took a swig, grimacing at the chalky taste. The position of right-hand man to the wealthiest man in the world paid extremely well, but was giving him an ulcer. And his ulcer always bothered him more whenever he had to relay bad news to his boss.

When the elevator door opened, Owen took a deep breath before hurrying across the immense office towards the immense tiger behind the immense mahogany desk. "The soft drink reviews have just come in, sir."

Khan leisurely folded his newspaper and laid it neatly across his desk before saying one simple command: "Proceed."

"The good news is that in a nationwide taste test, your cola was preferred over all the other leading brands."

"And the bad news?"

Owen's tail twitched as he said tremulously, "But nine out of ten people still preferred Wulff's Wunderbar root beer."

Without a word, Khan's face darkened and his claws shot out and raked new gouges across the deeply scarred surface of his desk.

Feebly attempting to placate his employer, Owen mentioned, "Yours came in second."

Shere Khan shot Owen a withering look, one that made the scrawny tiger's knees knock. "In business, there is no prize for second place. There must be some way to obtain their secret recipe."

"But, sir, all of the spies that you've sent have been spotted and ejected," Owen timidly pointed out.

Khan scratched one claw thoughtfully on the arm of his chair. "What we need is someone who can't be spotted. How is _Falcon Wing_ coming?"

"The tests are nearly complete, sir," Owen said readily, glad to relay some good news for a change.

"Excellent," Khan murmured with a hint of a satisfied smile. "If that is all..."

"Yes, sir." Owen quickly exited the office thinking that he hadn't seen Shere Khan this pleased since the invention of the sub-electron amplifier.

_**Back at Higher for Hire**_

A bowl of popcorn was rapidly disappearing thanks to Baloo, who was lounging in his favorite easy chair. "If Becky don't feather her props, she's gonna wear out the floor."

Kit, perched on the chair's arm, nodded as he watched their boss frantically pace the length of the room.

Rebecca was saying, "Once our clients find out that you're invisible, Higher for Hire will be out of business! No one will trust a pilot they can't see. Unless we can keep it a secret. Did anyone see you?" Before Baloo could say anything, she answered her own question: "Of course not. You're invisible." Gasping with realization, she added, "But they might have seen you carrying those crates and become suspicious." She ran to the door to look outside.

"The only thing suspicious around here is how you're actin'."

Rebecca slammed the door. "Invisible or not, I can still fire you, Baloo."

Kit broke in with, "Hey, Papa Bear, do you think Buzz could help you become un-invisible?"

"Don't see why not," Baloo said through a mouth full of popcorn. "He's come up with crazier things before."

Rebecca asked, "Who's Buzz?"

"A scientist pal of mine. Known him since I was a kid. He's workin' for Shere Khan now."

"Why didn't you mention that he could help you in the first place?" Rebecca said through gritted teeth.

Under his breath, Baloo said, "Couldn't get a word in edgewise, lady."

"What are you waiting for?" Rebecca seized the popcorn bowl and dragged Baloo towards the door in what appeared to be a one-sided version of tug-of-war. "Go see this Buzz and I don't care what it takes. The next time that I see you, I want to _see_ you." Giving a big yank, she propelled Baloo through the doorway, popcorn bowl and all.

Picking himself up off of the flagstones, Baloo said, "Ya know what, Li'l Britches? Bein' invisible is a pain in the neck...an' the back...an' the head..."

_**Khan Towers  
Buzz's Lab**_

A thick, red substance traveled through a roller coaster-like maze of thin, plastic tubing until it was met at a juncture by a yellow substance traveling in a second tube, thus combining to make an orange substance. Further down the tube, the orange substance was joined by a chunky green substance. At the bottom of the titration tubing, Buzz turned a knob, allowing a glob of the substance to drop onto a hot dog.

Buzz took a bite of the hot dog. "Hmm..." he smacked his beak thoughtfully. "The ketchup/mustard ratio is still wrong, but the relish is just right." He jotted something down in his lab notebook. He was so intent on his work that he didn't notice that he had visitors.

"Hi, Buzz," Kit said, peeking over the inventor's shoulder. "What are you working on?"

"It's a ketchup/mustard/relish dispenser, but after 86 hot dogs, I'm getting a little thirsty." Then the googly eyed scientist noticed what Kit held in his hand. "Root beer! Thanks!"

He was about to pop the cap off when Baloo shouted, "Don't drink it!"

Buzz looked at Kit. "That was a good imitation. You sounded just like Baloo."

"Because it _is _me, Buzz." Baloo tapped the inventor on the shoulder. "I'm right here."

"Oh, I see," Buzz said, nodding so that his tuft of feathers bobbed. Then he shook his head so that his feathers bobbed the other way. "Or rather, I don't. You're invisible, right?"

"Right in one guess. An' we need your help so's I can reverse this."

"Can you analyze this root beer and tell us what's in it?" Kit asked.

Squinting, Buzz read the label: "Carbonated water, corn syrup..."

"No, no, the invisibility formula in the root beer," Baloo said, becoming more than a little frustrated.

The scientist brought the bottle closer to his eyes. "I don't see any mention of invisibility formula."

Baloo slapped his forehead. He wondered how someone so brilliant could be so thickheaded. "'Cause it's a_ secret_."

"If it's secret, why are you telling me?" Buzz said, bewildered.

Kit explained, "We think the Swatzis put a secret invisibility formula in the root beer."

Confused, Buzz asked, "And they told you about it?"

Kit shook his head, then said slowly, "We want you to analyze a sample of this root beer and see if there's any way to reverse Baloo's invisibleness."

Buzz held the bottle up to the light and studied it. After a moment, he smiled at Kit. "Sure. That should be doable. I just need to dig out my equipment." He set the root beer down on the lab bench and went to rummage through his cluttered closets.

At that moment, Shere Khan stepped into the room and picked up the bottle of root beer. "Provided that I will let him."

"How did you...?" Baloo yelped.

"I have my ways." Khan smiled mysteriously. "Come to my office, gentlemen. I would like to have a word with you in a more private atmosphere."

Several stories above, Shere Khan pushed a button to draw a set of heavy drapes over the humongous picture window, thus blocking out the view of the Cape Suzette cliffs bathed in moonlight. He then pulled a file folder out of his desk drawer, sat down, and slowly perused its contents as if he were trying to decide something.

From what Baloo and Kit could see, that folder contained airplane schematics.

Finally, Khan closed the file. "I've noticed that you have a unique problem, Mr. Baloo. An opportune problem."

"Wish the problem would disappear," Baloo mumbled.

"I am willing to help you with that," Khan said, returning the file to his desk drawer.

"Ya mean it?" Baloo said hopefully.

"If..."

"If?" Baloo and Kit echoed.

Khan folded his arms on his desk and leaned forward. "If you are willing to do something for me."

"Name it, Khanny. I'll do it."

"Yes...I thought you would." His expression was as tranquil as the all-knowing Sphinx. "My limousine will pick you up at midnight tonight. You will be given further instructions then."

"Thank you, Mr. Khan," Kit said quietly. He wasn't exactly happy. Something about that deal was as fishy as Ol' Flippy.

However, Baloo was nothing but relieved. He vigorously pumped Shere Khan's hand. "Yeah, thanks a million, Khanny."

After the elevator doors had closed behind the two bears, Shere Khan picked up the root beer bottle with a smug smile. "No, thank _you_..."

End of part 1


	2. Chapter 2

**Here's to Your Stealth  
Part 2**

_TaleSpin _and its characters are the property of Disney/Buena Vista Co. and are used without permission. All other characters are mine and cannot be used without permission.

_**Higher for Hire  
Midnight**_

_A made-to-order night for the ol' cloak-and-dagger_, Baloo thought. Leaning against the exterior of Higher for Hire, the invisible pilot gazed up at the coal black sky hovering over the dark cliffs and waited. Waited and wondered and worried about what Shere Khan had in store for him.

He didn't have to wait and wonder and worry long. A moment later, at exactly midnight, a shiny black limousine pulled up in front of Higher for Hire, its tires crunching over the flagstones.

Baloo hurried over to it and knocked on the passenger window.

When the window rolled down, Shere Khan's voice issued deep from within the shadowy interior. "Baloo, I presume."

"It sure ain't Dr. Livingbone."

"Excellent. Put this on." Shere Khan snapped his fingers. In the blink of an eye, Owen was standing beside the open passenger door, holding out a strip of black cloth.

"What for?" Baloo asked, taking the blindfold from the scrawny tiger yes-man.

"Let's just say that there are a few things I would like to remain a secret."

Baloo slid into the car beside Khan, then knotted the blindfold around his eyes. "What could be more secret than an invisible pilot?"

Khan smiled mysteriously as the limousine started down the street.

_**The Mohahavie Desert  
Two Hours Later**_

When the limousine came to a stop, the moon broke through the thick bank of clouds, allowing a glimpse of a flat expanse of sand and sagebrush as far as the eye could see.

Shere Khan pulled a remote control out of his suit pocket. With a flick of a button, a cluster of massive airplane hangars topped with sophisticated radio antennae seemed to appear from out of nowhere. At first, they shimmered like a desert mirage, then their outlines became more solid.

Khan pushed another button on the remote control, thus opening a large door in the hangar closest to the road.

As the limousine rolled into the dark hangar, Khan said, "You may remove your blindfold now, Baloo. I trust that I need not remind you that all you are about to see is confidential?"

"As long as you don't blab about me bein' invisible," Baloo replied as the car came to a stop. He stepped out when Owen opened the door.

"Then we're agreed." Khan pushed a third button on the remote, turning on the overhead lighting. Gesturing towards the only object in the hangar, he announced, "Behold _Falcon Wing_, the world's first stealth aircraft."

"You're kiddin', right, Khanny?" Baloo said in disbelief. "It looks like an ordinary cargo plane to me."

It did, in fact, resemble all of Shere Khan's cargo planes, from the maroon and taupe paint to the encircled 'SK' on the doors.

"Perhaps a demonstration is in order."

At an almost imperceptible nod from his employer, Owen scrambled up a set of roll-away stairs to the plane's cockpit. There, he donned a set of goggles that made his eyes look abnormally large. His finger hovered over a large red button on the control panel for a breathtaking moment.

Then he pressed the button, causing _Falcon Wing_ to disappear completely. Only Owen remained, sitting suspended in midair.

"Whoa, baby!" Baloo cried.

"To use the vernacular." Satisfied that the bourgeois Baloo believed him, the multi-billionaire commanded, "That will do, Owen."

The yes-man nodded and pushed the red button a second time, causing the plane to reappear.

"And now you see my dilemma," Khan said; Owen hurried over to his side like a well-trained dog. "My scientists have as of yet failed to design a way to make the pilot invisible. That's where you come in, Baloo. Any questions?"

"How am I supposed to fly it if I can't see the controls?"

"With these special goggles you will be able to see the controls, even in stealth mode." He gestured to the bulky goggles that Owen held.

The instant that Baloo put on the goggles they became invisible. He sounded a little nonplused when he said, "Lemme get this straight. All you want me to do is take _Falcon Wing_ for a test flight?"

Khan took a key ring from his inner jacket pocket. He swung the keys back and forth in front of him in a mesmerizing arc. "Not exactly. Do you know where Wulff's Wunderbar Root Beer is made?"

"Yeah, in the Really Black Forest of Hounsland."

"Correct. I want you to eliminate them."

"Ya mean..." Baloo gulped, "_kill_ 'em? B...b...b...b...!"

"No...I simply want you to obtain their secret formula by any means necessary and bring it to me."

"Now wait a prop-spinnin' minute!" Baloo angrily ripped off the goggles and shoved them back at Owen. "I may be a pilot non-see-est, but I ain't no sneak thief."

Shere Khan casually studied a claw. "A pity. I suppose then that I should inform my scientists to halt work on the antidote to the invisibility formula."

"That's blackmail!"

"Do we have a deal? Wulff's Wunderbar root beer formula in exchange for the antidote?"

Baloo hesitated for a moment, then grabbed the keys and the goggles. "Deal."

"Any more questions?"

As Baloo donned the goggles, he replied, "Nah. I think we...I mean, _I _can handle it from here."

"Excellent. Avoid detection at all costs, including maintaining radio silence. One never knows who could be listening in."

"Mum's the word." Baloo climbed into the cockpit, and, after giving the controls a quick once-over, started up the twin engines. As he taxied _Falcon Wing_ out of the hangar, he waved to Khan, forgetting that he was invisible.

A moment later, _Falcon Wing_ was in the air, soaring above the dense cloud cover. Stars streaked by the windows, their brightness rivaled only by the plane's headlights.

However, it wasn't the only aircraft in the area. Don Karnage and his band of air pirates were patrolling the shipping lanes in hopes of catching a tired cargo pilot unawares.

From the cockpit of his single-man CT-37, Mad Dog whined into his microphone, "Captain, we've been flying around all night. I'm sleepy."

"_Und_ I'm thirsty," Dumptruck added.

Over the roar of his tri-wing plane's engine, Karnage shouted into his microphone, "You're both dopey!"

"Can _ve_ get our root beer floats now, Captain?" Dumptruck asked hopefully.

"How many times do I have to tell you imbeciles? You can be having the tasty treats only _after_ you seize a big, fat cargo plane." In response to Gibber's mumbling, Karnage snapped, "No, you cannot have any of my sprinkles!"

Seeing _Falcon Wing_ approaching, Mad Dog exclaimed happily, "Here comes a cargo plane!"

"Do all of those nasty things that you do so well, men," Karnage commanded. He let go a burst of gunfire, peppering _Falcon Wing's_ hull. "Hijack that hefty haul!"

Yelling ferociously, the pirates pulled into formation around _Falcon Wing_, encircling it.

_Clang_ went Mad Dog's grappling hook as it snagged the cargo plane's starboard wing. There was another _clang_ followed closely by a third _clang_ as Dumptruck secured his grappling hook around the other wing and Gibber snagged the tail.

_Falcon Wing _was trapped, tethered securely between the CT-37s. Baloo knew that in another moment, the pirates would scale down their ropes and force their way inside.

"Time to find out what this baby can do," Baloo murmured. "Now ya see me."

He pressed the big, red button on the control panel, causing _Falcon Wing _to completely disappear from sight. Gone was the plane, its headlights, and even its shadow. The only evidence that it was there was the steady hum of its engines.

"Now ya don't," the big bear concluded with a grin.

"Hey,_ vere'd_ it go?" Dumptruck said, bewildered.

Before the pirates had time to wonder where their quarry had gone, Baloo yanked the control stick sharply to the left, sending _Falcon Wing_ into a barrel roll. Consequently, the three CT-37s that were attached to it were sent spinning out of sight, taking their fearless leader with them.

"Ha! Ha! That sure put the 'sneak' in sneak-attack, right, Li'l Britches?"

From the co-pilot's seat came Kit's astonished voice: "How'd you know?"

Baloo chuckled. "These fancy specs can make more than just _Falcon Wing's _controls visible." He grabbed an extra pair of goggles dangling from a hook above his head and slung them over his young navigator's eyes. "See what I mean?"

As Kit adjusted the straps around his ears, he could see clear black and white versions of everything that had previously been invisible to him. However, everything that was visible was still in living color. "Wow...!" the boy exclaimed softly, wiggling his fingers in front of his face. "Buzz and his scientists are really onto something."

"Just hope they figger out a way to undo this snafu."

"Yeah," Kit frowned. "If only you didn't have to steal the Wulff's Wunderbar root beer formula to make it possible. Are you really going to do it?"

Ruefully, Baloo said, "Don't look like I have much of a choice, partner."

_**Meanwhile...  
Khan's Limo**_

As his limousine sped towards Cape Suzette, its headlights cutting across the dark desert, Shere Khan was listening to Baloo's and Kit's conversation. Into his car phone, he dictated, "Mrs. Snarly, raise the price of my root beer five cents a bottle. And tell Buzz and his team to start working on a second antidote to the invisibility formula."

_**Higher for Hire  
The Next Morning**_

The Rebecca who walked into her office was normally bright-eyed and smiling as cheerfully as the morning sunshine. But this morning was different. The bearess who trudged into the office this morning had bloodshot eyes coupled with an expression as angry as the storm clouds outside. She'd been awake most of the night wondering what to do about her invisible pilot, besides strangling him.

Her black expression darkened when she read the note that had been left on her desk.

_Becky,_

_Gone today. Wurking for Sheer Khan. Cant tell u watt it is cuz I dunno._

_Baloo_

"Working for Shere Khan? Ha!" she scoffed, crumpling up the note. "Goofing off is more like it. I'm going to get to the bottom of this."

Rebecca picked up the phone and dialed. "When I catch that fat, lazy bear, I'll fire him so fast that it'll take him a week to..."

"Hey, Becky baby," Louie said on the other end of the phone connection, chuckling a little at her tirade. "What's the haps?"

"Don't you 'Becky baby' me. You just tell that good-for-nothing pilot of mine to get off whatever barstool he's sitting on and get back here pronto!"

"Sorry, but no can do."

"Why not?" she demanded crossly.

"He ain't here, dear."

Rebecca blinked, incredulous. She had been so sure that Baloo was at Louie's nightclub, because he seemed to run there every chance that he could. Feeling slightly deflated, she said, "He's not?"

"Nope." The orangutan's voice took on a more intimate tone: "Is there anything _I_ can do for ya, Sugar Cubes?"

"Sorry, but I don't have time to find out." Quickly, she slammed the receiver down.

"Not at Louie's? Then he must be..." Rebecca rose from her desk and flung open the kitchen door, shouting, "Ah-ha!"

But the kitchen was silent and definitely empty.

"Not at Louie's. Not eating. He _must_ be sleeping."

Rebecca hurried upstairs to Baloo's and Kit's bedroom. The door was open, so she walked in, grimacing at the crumbs crunching beneath her feet. "Up and at 'em, Baloo!"

There was no answer from the neatly-made beds nor the empty root beer bottle on the night stand.

"Not at Louie's, not eating, and not sleeping. Fishing! He's got to be fishing. Trying to catch that Ol' Fishy or whatever."

Rebecca stormed out of Higher for Hire and sped down to the end of the dock, near where the _Sea Duck_ was moored. To her disappointment, there didn't appear to be anyone fishing.

In fact, the only person around was Wildcat. The lion mechanic was on his houseboat's porch, up to his elbows in sudsy water in his wringer washer.

"Wildcat, have you seen Baloo?" Rebecca asked, climbing down the ladder to the houseboat.

"Yup."

A triumphant 'caught ya' look appeared on Rebecca's face. "Where is he?" she asked eagerly.

"I dunno." He rolled a soapy sock through the wringer. "But I've seen him before. Just not today."

Rebecca gritted her teeth in frustration. "Of course you can't see him today. He's in-vi-si-ble."

Wildcat hung the sock on a clothesline along with his other mismatched socks. "That explains why I haven't seen him. Say, do you think maybe Baloo borrowed some of my socks? 'Cause some of them seem to be invisible, too."

Then he jumped into the washer's tub, spraying Rebecca from head to toe.

"Wildcat, what are you _doing?_" Rebecca exclaimed.

"Washing my overalls," he replied matter-of-factly.

Rebecca gave him a wary look and swiftly scrambled up the ladder. Try as she might, she could never seem to understand the workings of Wildcat's mind.

Standing on the dock, she re-read the dripping, crumpled note. "Not at Louie's, not eating, not sleeping, not fishing. Maybe Baloo was telling the truth...for once."

_**Meanwhile...****  
The People's Glorious Republic of Thembria  
Air Vector Checkpoint**_ _**#24**_

A hulking, solidly-built Thembrian airplane plowed a wide path through the snow as it recklessly skidded to a stop in front of the air vector checkpoint.

The short warthog who opened the cockpit door looked extremely small in contrast to the huge airplane that he piloted. He put one leg out of the plane, then quickly withdrew it, deciding that it was too big a step for him. "Sergeant Dunder!" he bellowed.

"Sorry, Colonel Spigot, sir." Sergeant Dunder jumped out of the airplane and touched his toes, creating a step for his superior.

With some difficulty, the colonel jumped from the plane to Dunder's back, then slid down to the snowy ground. He stomped to the guardhouse, lisping, "Open this checkpoint immediately!"

The checkpoint guard didn't bother to look up from his whittling; it was a miniature of the High Marshall in ice. Automatically, as if he had said it a thousand times, he stated, "This is a closed air vector."

"Whatever that is," Sergeant Dunder murmured. Spying a soda pop machine, he hurried over to get a root beer.

Bristling with indignation, the short warthog drew himself up to his full height and announced impressively, "I'm Colonel Spigot. Perhaps you've heard of me?"

The checkpoint attendant immediately snapped to attention. "Of course, Colonel Spigot, sir, but..."

The remainder of his sentence was drowned out by _Falcon Wing_ whooshing by very low and very fast.

Spigot snatched at his hat, which had blown off his head. "Sergeant Dunder, I demand that you have that plane shot down for speeding through a closed air vector!"

A bottle of pop in hand, Dunder scanned the sky. There was nothing in sight but the ever-present slate grey clouds. "What plane, sir?"

_**Khan Towers**_

In his massive penthouse office, Shere Khan bent over one of his humongous Venus flytraps, pruning shears in hand. From jungles to corporations, pruning was a natural part of life. _Dead weight has to be cut away to encourage new growth_, he thought, giving a gentle, yet decisive clip to a dead leaf. _Such as that sub-par golf tee company in Winger City_. He picked up the dead leaf and deposited it in the trash.

He flicked an eye towards the elevator when he heard it open.

"Mr. Khan, I _must_ speak to you," Rebecca said breathlessly, making her way across the room as fast as she could with Mrs. Snarly, his secretary, clinging to her ankle.

"Sorry about the intrusion, Mr. Khan. I tried to stop her, but she was so persistent." The elderly shrew gave Rebecca's leg a savage pinch.

"Ow!" Rebecca cried out in pain. She continued to limp across the office, dragging Mrs. Snarly behind her. "It has to do with Baloo."

Khan's lips twitched with an expression akin to amusement. This was the first person who had gotten past his secretary. In his opinion, a person that determined had a right to be heard. "It's all right, Mrs. Snarly. Let Ms. Cunningham speak her piece."

"Yes, Mr. Khan." Mrs. Snarly released Rebecca's leg and stood. She shot the bearess a venomous look before heading to the elevator.

Rebecca hobbled over to the tiger. "Thank you, Mr. Khan."

Khan continued to cut away foliage. "Now what's this about Baloo?"

"Is he working for you today?"

Khan considered before replying. "In every business one must take certain risks to get ahead. Sometimes those risks succeed and sometimes they fail." _Snip!_ "Surely you as an entrepreneur can understand that."

"Where is he? What's he doing?"

Instead of answering her question, the most powerful man in the world said, "I'm sure you know what 'top secret' means."

_Snip! Snip!_

"Of course," Rebecca replied wonderingly.

He turned his cool eyes on her. Not unkindly, he said, "Then you'll understand why I can't answer your questions. However, I can assure you that my scientists are doing everything possible to return your pilot to normalcy...as it were."

"I appreciate that, but as his boss can't you at least tell me...?"

"Good day."

_Snip!_

The sound of the shears had a tone of finality.

Flatly, Rebecca said, "Thank you, Mr. Khan. I'm sorry I disturbed you."

After the elevator doors had closed behind Rebecca, Shere Khan murmured, "The only thing that will be disturbed will be the Wulff's Wunderbar Company." When the Venus flytrap snapped at him, he easily dodged it.

_**The Really Black Forest  
Hounsland**_

Kit peered out the window at the sea of trees speeding by below them. "Why do they call it the Really Black Forest? It looks green from up here."

"Yeah, but it's blacker'n a bottomless pit down there 'cause all of those green leafys block out the sun."

"Swell. And we have to get a root beer formula from a factory in the middle of a dark forest crawling with Swatzis?"

"Swatzis who can't see us, kid," Baloo pointed out. "We'll pop in, grab the formula, and pop out. What could go wrong?"

At that moment, without warning, a series of explosions rocked the plane!

"Whoa!" Baloo and Kit yelled.

End of part 2


	3. Chapter 3

**Here's to Your Stealth  
Part 3**

_TaleSpin_ and its characters are the property of Buena Vista/Disney Co. and are used without permission. All other characters are mine and cannot be used without permission.

_**Above The Really Black Forest, Hounsland**_

"Either this is Independence Day or we've been spotted!" Baloo exclaimed. He yanked_ Falcon_ _Wing's_ control yoke this way and that in an attempt to evade the bombs that were bursting all around them.

Kit, who was being flung from side to side despite the seatbelt, shouted over the deafening noise, "That's impossible! _Falcon Wing_ is invisible!"

"Tell that to them."

"_Whoa!_" Baloo and Kit yelled.

The latest explosion had been so close that it shattered the starboard window, causing glass to rain in on the two bears.

"We've been hit!" Baloo swiped shards of glass from his goggles.

Kit felt something warm and wet run down his muzzle. To his surprise, it didn't taste like blood. "By root beer?"

"Are you thinkin' what I'm thinkin', Li'l Britches?"

"That only the Wulff's Wunderbar factory would shoot off root beer-filled pop bottle rockets?"

"Bingo. Only one way to find out."

Mindful of the jagged glass framing the large hole in the passenger side window, Kit gingerly stuck his head outside. Below them, between the blinding flashes of the bombs, he caught intermittent glimpses of a small mountainside clearing that was mostly filled by a large building. "But there's not enough space to land. The forest grows too close to the factory!" he shouted over the bombs, the engines, and the rushing wind.

"We've gotta get down there somehow, an' this falcon ain't the treetop-perchin' kind."

"Too bad, because all I see are trees, trees, and more...wait! There's a lake. Two o'clock low."

A moment later, a pair of frightened geese took wing when a tall plume of water seemed to magically sprout in the middle of the calm lake. They honked frantically at the invisible, roaring intruder as it plowed a watery path towards the shore. The geese alighted on their favorite tufts of grass just in time to hear the monster stop growling, the slam of a door, and a disembodied voice say:

"Now I see why they call it the Really Black Forest."

"Yeah," Baloo agreed. "It's darker than the inside of my empty tummy."

"It's sure looks spooky," Kit said nervously. He couldn't tear his eyes away from the pitch-black, ominously silent forest. "Who knows what might be hiding in there."

Baloo jumped from the plane, splashing into the shallow water near the shore. "Brr! This water's colder'n a Thembrian Jacuzzi." The big bear grabbed at the trees overhanging the crystal clear lake to keep from slipping on the rocks polished smooth by time and water. "Put your fears to rest, Li'l Britches. We aren't going through the forest."

"What do you mean, Baloo?" Kit asked, also hopping into the frigid lake. Losing his footing on the treacherous rocks, he frantically clutched at Baloo's shirttail to steady himself. "We _have_ to get to the factory to get the root beer recipe for Shere Khan so that he'll give us the antidote to the invisibility formula, and the factory is through that forest."

"Right on both accounts, but we'll have a better chance of findin' the factory if we follow the river that I spotted. According to my calc-u-lations, it should be right around _heeeeeere!_" Unexpectedly, Baloo had stepped off the solid rock shelf and plunged into the not-so-solid stream with Kit still hanging onto him.

Spluttering and splashing, the two bears were speedily propelled down the mountain, tumbling in the strong current. The farther they went, the faster they went, picking up momentum down the steep slope. Flipping head over heels in the natural snake-shaped waterslide, it was difficult to tell which way was up. The forest flew by them in a blur mingled with flashes of blue water and bluer sky.

"H-how do you..._glub_...st-st-stop this..._ouch!_...crazy t-thing?" Baloo choked out.

A second later, they found themselves hurtling through the air and landing with jarring jolts. They lay on the warm grass as dazed and as wet as a couple of fish out of water.

"You had to ask," Kit mumbled, shivering from his dip in the icy stream. "What _was_ that thing?"

When Baloo's eyes focused, he was able to see what had caused their abrupt stop. "A paddlewheel." He plugged his nose, closed his eyes, and forced air through his cranium, causing twin streams of water to spout from his ears.

Kit was more interested in the building attached to the paddlewheel. "_That's_ the famous Wulff's Wunderbar Root Beer Factory?" He got to his feet and wrung out his sweater.

It looked more like a picturesque medieval house than a factory. Wildflowers nestled against the mud and stud walls, their yellow and white heads bobbing in time with the spring breeze. On one side of the edifice, an ancient wooden paddlewheel steadily, creakily pulled water from the stream and dumped it into a shoot leading into the factory.

However, like Baloo and Kit, the factory seemed to distrust the dark forest crowding in around it as evidenced by the windows furtively peeking out from underneath the shaggy thatched roof.

"They're definitely makin' more'n just root beer in there," Baloo whispered, taking in the high electric fence that separated the forest from the clearing.

"Ya think?" Kit murmured wryly. He had noticed that there were armed guards posted at every door and gate. "How did they know we were flying over? We're invisible, right?"

Just then, a pudgy young German shepherd hurried out of the factory. Bread crumbs scattered in his wake with every flap of his lab coat. He waved his arms and shouted, "Stop! Stop!"

Alarmed, Baloo and Kit tensed. He was running right towards them.

"Maybe we're not so invisible after all," Baloo mumbled, putting a protective arm around his young navigator.

To their astonishment and relief, he ran past them and clomped across a wooden bridge that spanned the sparkling stream. He was headed for an older German shepherd with a goatee streaked with grey, who was standing next to a curious-looking contraption.

"There's something familiar about that guy," Kit whispered as he and Baloo crept across the bridge.

"Dr. Howlitz, I've been looking all over for you," the young man gasped out upon approaching the older German shepherd. "I need to know how the new soda flavor is coming along and...?" Upon observing Dr. Howlitz's uncharacteristic occupation, he asked, "Are you playing with toy rockets?"

"Must you always hound me, Hansel? These are _not_ toys and I'm _not_ playing." Dr. Howlitz continued to hurriedly pour the contents of two bottles of root beer into two separate funnels. The funnels were connected to a convoluted series of tubes that fed into the holes in the tops of dozens of small rockets sitting on a gigantic launcher. "If you must know, these are pop bottle rockets."

"Pop bottle rockets?" Hansel echoed faintly.

"Pop bottle rockets," Baloo murmured to Kit grimly.

Hansel, Baloo, and Kit watched as Dr. Howlitz removed the tubing from the top of the rockets, quickly corked each rocket, and began working the bicycle pump attached to the launcher.

A second later, thanks to carbonation and pressure, the rockets screamed high into the air. Then, with a surprisingly bright flashes of light and loud _bangs_,root beer sprinkled down on them.

Viewing his handiwork, Dr. Howlitz smiled triumphantly. "_Gutt_, eh?"

"Yeah, but what are they for?" Hansel asked confusedly.

"To keep the enemy away, what else?" Dr. Howlitz started to load up the launcher with new rockets.

"B-but we don't have any enemies." Nervously, he pulled a liverwurst sandwich from his lab coat pocket and chomped into it. Between bites, he said, "This is a family business. We all trust each other."

Dr. Howlitz gave Hansel a condescending pat on the shoulder. "When are you going to learn that you can't trust anybody these days? You have a lot of growing up to do before you can fill your father's shoes as president of this company, and no amount of eating will accomplish that."

Hansel's normally placid face grew red with rage. Throwing the remainder of the sandwich on the ground, he spluttered, "G-get back to work! And you have to do what I say because _I'm_ in charge!" When he was halfway across the bridge, he turned and added as an apologetic afterthought, "Right?"

When Hansel was out of earshot, Dr. Howlitz murmured, "I wouldn't be too sure about that." He turned his attention to the sky, his Swatzi insignia ring glinted on the hand that thoughtfully stroked his goatee. Because he didn't see or hear anything, he smiled with satisfaction. "_Gutt_, I scared them off. Now to contact headquarters."

"Headquarters?" Kit whispered. Both he and Baloo quickly stepped back to avoid being plowed into by the doctor as he strode purposely towards the factory.

"Let's tail him. See what he's up to."

"Roger that," Kit said with a thumbs-up.

Just as Dr. Howlitz reached the door, an armed guard barred the way. "Password?"

"I work here, Gunther. And watch where you're pointing that gun," the scrawny doctor pushed the barrel of the rifle away from his face. "It's not a tuba, you know."

"Sorry, Second-Cousin Twice-Removed Georg."

Between clenched teeth, the scientist said, "It's Dr. Howlitz to you. Now let me in. _Schnell!_"

The burly, if not exactly bright, guard shook his head. "Just following your orders, Second...uh, Dr. Howlitz. No one enters without the password."

"All right," Dr. Howlitz said with a heavy sigh. "Bluebells."

As Gunther the guard stepped aside, Dr. Howlitz muttered, "Such an idiotic password!" He wrenched open the door and stormed into the factory closely followed by Baloo and Kit.

Dr. Howlitz swept through the warehouse, his lab coat billowing behind him as he skirted around mounds of crates, bottles, and packaging materials.

Baloo and Kit had to trot to keep up. They nearly collided with each other and with Dr. Howlitz when the scientist screeched to a halt and made a sudden U-turn.

"Where is_ that_ going?" Dr. Howlitz demanded, hurrying over to two young women loading bottles of root beer onto a truck.

The first woman, a pleasantly plump German shepherd in a brown jumpsuit emblazoned with the Wulff's Wunderbar insignia, paused in pushing a dolly up the ramp leading into the truck. "Café Minsk-Pinsk in Smolensk, right, Cousin Gretel?"

Gretel, another pleasantly plump German shepherd, nodded her head so that her blond braids bounced. She chimed in from inside the truck, "_Ja_, Cousin Heidi. I hear they have good borscht."

Baloo's empty stomach growled at the mere mention of food. "Mm...borscht."

"Shh!" Kit whispered, giving a fierce yank on Baloo's sleeve.

"You ninnies!" Dr. Howlitz exclaimed, waving his arms so wildly that Baloo and Kit had to dance to avoid being smacked. "You're supposed to load the bottles with the brown caps. The bottles with the red caps are a special shipment for Usland."

Heidi shared a confused look with Gretel, who consulted her clipboard. Flipping through a few papers, she said uncertainly, "Brother Hansel didn't tell us about a special shipment, Second-Cousin Twice-Removed Georg."

"Hansel doesn't know everything around here." As the disgruntled scientist passed through the doorway leading into the production area, he shouted, "And it's Dr. Howlitz to you!"

"He needs to lighten up, Cousin Gretel."

"_Ja_, Cousin Heidi." When both women jumped down from the truck, it sprang up with a _boing_.

Unlike the quiet, dim warehouse, the production area was bright, busy, and boisterous. Sweet and spicy root beer bubbled in gigantic vats, so big that they almost reached the rafters. Workers rushed to put empty bottles onto the conveyer belt, workers rushed to take filled bottles off the conveyer belt, and in between was the steady, automatic _whoosh, click_ of bottles being filled and capped. It was a happy environment where the workers laughed and chatted to each other, obviously enjoying their occupations.

But not everyone was happy. Dr. Howlitz paid no heed to any of it as he dourly stalked past the conveyer belt with Baloo and Kit silently trailing him.

"_Guttentag_, Second-Cousin Twice-Removed Georg!" shouted a pleasant, portly man from his precarious perch atop a ladder. He was using a garden hose to fill one of the mixing vats with fresh mountain water. "You're just in time to taste our newest batch."

"I can't, Helmut," Dr. Howlitz said, not pausing in his race across the room. "And neither should you."

"Is this another special order for Usland?"

"No, it's because the company will never make a profit if you drink it all."

"That sounds familiar," Kit murmured to Baloo, who nodded sheepishly.

"But Uncle Frederick used to let us when he was alive," Helmut countered. "He said that a root beer and a rousing polka made this family business more fun."

"There are more important things than _fun_." Only Baloo and Kit were close enough to hear him say, "Like taking over the world."

Turning off the garden hose, Helmut murmured under his breath, "Why Cousin Hansel lets Second-Cousin Twice-Removed Georg be top dog is beyond me."

On the far side of the room, behind the gigantic vats, Dr. Howlitz opened a door to what appeared to be a closet. In fact, it _was_ a closet. He pulled the door shut behind him and locked it before either Baloo or Kit could sneak in.

Inside the closet, Dr. Howlitz pulled down on two of the coat hooks, revealing a secret door in the back. Through that door was a small room simply furnished with a table, a chair, a lamp with a red shade, and a radio. Seating himself at the desk, the doctor donned the headset, flicked on the lamp, and turned on the radio before carefully shutting the door to the secret room.

A moment later, Baloo and Kit squeezed into the adjoining closet.

Kit slipped his lock pick back under his sweater. "Sometimes those pirate skills come in handy."

Baloo pawed through the coats and hats, searching for Dr. Howlitz. "Where'd he go? You don't s'pose he's invisible like us?"

Kit, his ear pressed to the back of the closet, whispered, "Shh! I hear something."

Through the thin plywood partition came the following muffled conversation:

"Doc calling HQ. Over."

A no-nonsense, nasal voice pierced the static. "HQ here. Over."

"Scared off intruders. I could hear them, but not see them. Is it possible that Usland has the technology for an invisible airplane? Over."

"_Nein_," the staccato voice snorted. "Those lazy oafs aren't intelligent enough for that. Over."

"Boss asking too many questions. Request directions concerning same. Over."

"Let the boss taste the formula. That should answer all of his questions. Over."

Dr. Howlitz sounded very pleased at the prospect of making Hansel disappear. "_Jawohl_. Any reports concerning formula results from Usland? Over."

"_Nein_. Over."

"But the effects of the formula should have been broadcasted all over the Uslandian newspapers and radios by now!" Dr. Howlitz exclaimed.

"The Furor is furious that it is not," the clipped voice said curtly. "You know he has a very tight schedule regarding taking over the world. He does not like to be kept waiting. Over."

Panicking a little, Dr. Howlitz gulped. "But I thought it would work. Over."

"Report back when you _know_ it will work. Over."

"_Jawohl_. Signing off." Petulantly, Dr. Howlitz said, "And fat, stupid Hansel will be the perfect guinea pig."

Kit, brushing a coat sleeve out of his face, whispered, "We've got to warn Hansel."

Just then, they heard a low, guttural growl.

"Oh...not your stomach again!" Kit whined.

"Wasn't me," Baloo mumbled.

They turned to see a ferocious-looking guard dog poking his head inside the closet. Alternately growling and sniffing the air, the dog advanced towards Baloo and Kit.

"Is it me or is it gettin' a little crowded in here?" Baloo whimpered, backing as far as he could into the closet in order to escape the dog's prominent fangs.

"You know what they say: Three's a crowd," Kit replied nervously. He pressed up against the side of the closet, putting as many coats as possible between him and the hound.

"They got that right." Just then, Baloo bumped a fedora hat off its hook, causing it to slip down over his eyes. "Hey," he whispered, plucking the hat from his head. "I got me an idea. Get ready to skedaddle, kiddo."

When the guard dog barked viciously, Baloo smashed the fedora down over its head, saying, "Put a lid on it!"

While the dog tried to shake off the hat, Baloo and Kit made their hasty escape. However, it wasn't hasty enough. The dog fiercely flung the fedora off and tore after the intruders, barking and nipping at their heels.

Reaching a door, Kit bolted through it and slammed it behind him. He found himself in a cramped, cluttered laboratory, somewhat similar to Buzz's.

"Who's there?" Hansel called from behind a lab bench upon which were several beakers containing brightly colored liquid.

Deciding that the wind had caused the door to slam, Hansel returned to his work. He taste-tested something out of a beaker and grimaced. "Bleck!" He made a notation in his lab notebook, then threw down his pen and glanced at the portrait of his father. "Guess I'm not cut out to create wonderful soda flavors like you, Father. Dr. Howlitz was right. I'm a failure. I wish I was invisible." He glumly took an apple strudel out of his lab coat pocket and bit into it.

"Trust me, being invisible isn't all it's cracked up to be."

Hansel was so surprised, he dropped the strudel. His frightened eyes scanned the room. "Wh-who are you and how would you know?"

"I'm Kit from Cape Suzette." The boy scraped a metal stool across the tile floor so that it was next to Hansel's stool, then climbed up on it. "And I know thanks to your root beer and Dr. Howlitz's secret formula."

"Dr. Howlitz? I-I don't believe it," Hansel stuttered. He stared, aghast, at the empty stool from whence the disembodied voice emanated.

"Do you believe this?" Kit said, seizing the young German shepherd's hand to give it a friendly squeeze.

Hansel shook Kit's hand off as if he had the plague, squeaking, "Invisibility's impossible!"

Kit chuckled. "Tell that to Baloo, my Papa Bear. He's out there, being chased by your guard dog. Hear the dog?"

Indeed, Hansel could hear the frenzied barking from the next room. He reluctantly nodded; however, there was still a confused frown on his face. "But..."

"Here. Maybe this will convince you." Kit removed his goggles and placed them over Hansel's eyes. "See me now?"

Dumbfounded, Hansel stared at the boy, who was smiling back at him in all of his black-and-white glory. He replaced and removed the goggles to see Kit appear and disappear several times before saying decidedly, "This is a family business. We're all related and very loyal to the success of Wulff's Wunderbar Root Beer. None of us would change a world-renowned recipe."

"Even Dr. Howlitz?" Kit swished the amber liquid around in one of the beakers and briefly relayed the radio conversation he and Baloo had overheard.

Hansel removed the goggles and returned them to Kit. Angrily, he said, "But I trusted him! If he's turned Swatzi, that would explain why hehas been acting so suspicious since Father died. He's been using this company and my family in order to help the Furor take over the world. Insisting on a fence and guards, no more music and, under no circumstances, no more taste-testing. He said that it was all in the company's best interest, that he was developing a new flavor called cream soda, but he hasn't let any of us taste it."

"Taste what?" Dr. Howlitz asked upon entering.

"Your new cream soda," Hansel said, trying to disguise his anger with nonchalance. "I'm very curious about it. As head of this company, I think that I have the right to try it."

"And so you shall." Dr. Howlitz pulled a vial from his lab coat pocket. "Apparently, the last batch was too weak, but if we double the ingredients, this new batch should be more potent...er, potable."

Hansel made an unsuccessful grab for the vial.

"Patience, Hansel," Dr. Howlitz chided. "It has to be mixed with root beer to work." From another lab coat pocket, he procured a bottle of root beer and popped off the cap. He was about to pour the vial's contents into the bottle when it was snatched away by an invisible hand.

For a moment, Dr. Howlitz was speechless as he watched the vial bobbing in mid-air towards the door. "My invisibility formula! Stop it!" he cried, chasing after the vial.

Kit ran through the door and slammed it behind him, causing Dr. Howlitz to smash into it. As the scientist slid to the floor, miniature root beer bottles spun around his head.

_**Meanwhile...**_

The remainder of the Wulff family had paused in their work to watch the guard dog tear recklessly around the production area.

"What's gotten into Crusher, Nephew Helmut?" asked the woman at the capping station.

_Crash!_ Crusher knocked over a pile of empty bottles on one side of the room.

"I do not know, Aunt Liesel. The last time he acted like this, he was chasing a rabbit."

_Smash!_ Crusher skidded into a stack of crates on the other side of the room.

"But there is no rabbit, Cousin Helmut," Gretel said from the doorway leading to the warehouse. "He is chasing nothing."

_Whoosh!_ Crusher accidently knocked open a valve on the bottom of one of the mixing tanks, allowing water to gush from it.

"Maybe he drank some of Second-Cousin Twice-Removed Georg's special shipment, Cousin Gretel," Heidi suggested, calmly shutting off the valve and stopping the water flow.

_Clatter!_ Crusher slammed into a shelf, causing all of the spice tins to rain to the floor.

"Where is Second-Cousin Twice-Removed Georg anyway?" Helmut wondered. "Crusher is his dog. He should be taking care of him."

Around and around and around Baloo ran. Past the vats, the conveyer belt, the capping area, the vats, the conveyer belt, the capping area until the machinery and the faces of the Wulff family were no more than a dizzy blur.

Still, the guard dog showed no sign of tiring in its mad pursuit.

"I..._gasp_...can't keep..._gasp_...moving..._gasp_...my chassis..._gasp_...any longer," Baloo panted.

In desperation, he lunged for the ladder that was leaning against one of the three gigantic mixing vats and started to scale it.

_Ha!_ he thought as he reached the top. _Let's see that mangy mutt climb up here._

Then Baloo made his one fatal flaw - he looked down, causing his eyes to about pop out of his head. _Why did _I_ climb up here? _ Overcome by vertigo, the big bear swayed violently, causing the ladder to tilt.

_Where's the _Sea Duck_ when I need her?_ Baloo thought. He made a desperate grab for the vat's lip just as the ladder clattered to the floor. _Whew! Safe,_ he thought.

But not for long. The vat began to tip under his weight.

"Not safe! Not safe!" Baloo cried, kicking his legs in a futile effort to push the vat back up.

_**Meanwhile...  
Directly Below**_

Kit was cornered between the conveyer belt, Dr. Howlitz, and Crusher.

"Give me the vial, whoever you are, and I'll call off Crusher. If not...well, he's not called Crusher for nothing," Dr. Howlitz said with an ominous chuckle.

Helmut whispered to Gretel, "He has gone cuckoo. Talking to no one."

From behind Dr. Howlitz, Hansel commanded, "Let that boy go, Second-Cousin Twice-Removed Georg!"

"_Nein_," Dr. Howlitz retorted, his eyes fixated on the vial. "He is a criminal."

"No, _you_ are the criminal here," Hansel proclaimed. "A Swatzi traitor using my family and my company to spread darkness all over the world with your invisibility formula."

Seeing a large shadow falling over the room, everyone glanced up. The vat that Baloo was dangling from had tipped over so far that it allowed them to see the gallons upon gallons of root beer sloshing around inside.

"_Achtung!_" Hansel shouted. "Everybody out!"

"Here, catch," Kit said. He tossed the vial up into the air and dashed out of the room right behind the Wullfs.

Crusher simultaneously caught the vial and knocked over his master at the same time.

"Crusher, you saved it!" Dr. Howlitz cried. "You..."

_Crunch!_

"Ruined it," Dr. Howlitz sobbed as he and the guard dog were covered with the vile contents of the vial. "You stupid, slobbering dog! How will I ever be able to show my face again? I'm all washed up. I'm..._aaaaaahhhh!_"

At that moment, the vat fully tipped over, flooding the room in a root beer deluge.

After the root beer went down the floor drains, both Dr. Howlitz and Crusher were nowhere to be seen.

"Man, I haven't been this sticky since Louie and I took that guacamole bath in Rio de Jalepeno," Baloo said, jumping off of the vat. He wrung out his pilot's cap. "Kit, where are you?"

"I'm here," Kit replied, entering the factory from the warehouse. "Look, Papa Bear, Dr. Howlitz and Crusher are invisible, too."

"I guess you can say that they're dog gone," Baloo said with a grin. Thanks to his goggles he could see a black-and-white version of Crusher sprawled over a very irate, very wet Dr. Howlitz lying inelegantly on the floor.

"Don't growl at me, Crusher," Dr. Howlitz snarled. "This is all your fault. If it hadn't been for you..."

_Chomp!_

"Ow!" Faster than a flea, Dr. Howlitz jumped up and took off with the dog in pursuit. "Biting me when I can't see you? That's not fair!"

_Chomp!_

"Ow!"

Baloo chuckled. "Talk about gettin' a taste of your own medicine."

_**Later...**_

After Baloo and Kit had been introduced to the rest of the Wulff family and Hansel had explained about the invisibility formula and the factory had been hosed down, the Wulff's Wunderbar Root Beer Factory was up and running again. To show their appreciation for saving their company and their father's reputation, Hansel and Gretel suggested giving Baloo and Kit a guided tour.

Following the tour, Kit asked, "What are you going to do now, Hansel?"

"My family and I can get back to making root beer the old fashioned way - no guards, no fences, and no invisibility formula."

Sheepishly, Baloo said, "Uh, speaking of formulas...I hate to ask, but could we have a copy of it?"

"_Ja. _It's the least we can do," Hansel said readily.

"But it won't taste the same if you make it," Gretel said in a whispered aside. "The secret is in the mountain water."

"And love." Hansel gave his sister a one-armed hug, then grinned at all of his relatives. "Let's all get back to the serious business of making root beer," he said, pushing the button that started the bottle filling process.

As if on cue, the guards traded their guns for instruments and started playing a rousing polka.

Baloo, his toes tapping, said, "You're doin' your papa proud."

_**Khan Towers  
Several Hours Later**_

Baloo and Kit stepped out of the elevator into Shere Khan's office. Before either could say anything, Khan said, "Welcome back, Baloo...and Kit."

"How did you know...?" Kit squeaked.

"Like I said, I have my ways," Khan said mysteriously. "I trust the mission was successful?"

"One root beer formula, as promised." Baloo tossed a piece of paper containing the recipe onto the shining surface of the mahogany desk.

"Good," Shere Khan murmured as he skimmed over the recipe. "As per our agreement, drink this." He gestured to two vials on his desk.

Baloo and Kit each picked up a vial and looked at the sludgy green goo doubtfully.

"I'll be seein' ya...I hope," Baloo said, clinking his vial against Kit's.

Both of them uncorked the vials, shut their eyes, and, grimacing, gulped down the goo.

"Bleck!" they said simultaneously.

"That stuff tasted terrible. I'd hate to see..." Baloo said, opening his eyes. Removing the invisibility goggles, he exclaimed, "I can see you, Li'l Britches!"

"I can see you, too, Papa Bear!" Kit shouted happily. He flung off his goggles and jumped into Baloo's arms for a hug.

Dryly, Shere Khan said, "Mmm...yes, I can see you both."

"Yeah, thanks to you, Khanny."

"By the way, there is one very important thing that I haven't seen," Khan said, walking over to the window. "Where is _Falcon Wing_?"

Just then, there was a loud screech and crash in the street below. A plume of dark black smoke floated past the window.

"Oops. Guess I left it in stealth mode." Seeing Shere Khan's face darken, Baloo muttered nervously, "Come on, Kit. We'd better get while the getting's good."

_**Meanwhile...  
Also in Khan Towers**_

Rebecca couldn't take the suspense any longer. Forced to wait all day, her constant pacing had almost carved a rut in the floor of her office. She _had_ to get more information about Baloo and if she had to fight Mrs. Snarly again to get that information, so be it.

Rebecca stepped out of the elevator only to face the elderly shrew sitting ramrod straight behind her desk.

For a moment, the two strong-willed women stared at each other, their eyes narrowed. Rebecca could swear that she heard the strains of "The Good, the Bad, and the Very, Very Ugly".

Finally, Mrs. Snarly broke the silence with, "Here to make an appointment?"

"I have to see Mr. Khan." Rebecca edged towards the elevator behind Mrs. Snarly's desk.

Mrs. Snarly opened an appointment book. While keeping an eye on Rebecca's movements, she said, "You can see him two weeks from Thursday."

Both bolted for the elevator at the same time. Unfortunately for Rebecca, Mrs. Snarly reached it first and barred the way.

Rebecca gritted her teeth and tried to pry Mrs. Snarly away from the door. For a little old lady, she was surprisingly strong. "I just need to ask one, simple question."

"In that case, he can see you one week from Wednesday," Mrs. Snarly stated calmly. She didn't even seem to be struggling to keep her octopus-like grip on the door frame.

"There's _got_ to be an earlier slot open!"

When Rebecca said 'open', the elevator door opened. Mrs. Snarly tumbled backwards and landed on something that made a very loud, very familiar, "Oof!"

"Baloo! Kit!" Rebecca grabbed her flight crew by their hands and pulled them out of the elevator. She then quickly pushed the 'up' button. Before the elevator doors closed, she waved at Mrs. Snarly. "I guess I won't be needing that appointment after all. Bye-ee!"

The three bears rushed across room to the other elevator that would take them down to the street.

"Becky, what are _you_ doin' here?" Baloo asked as the elevator rushed downward.

"Um..." Rebecca hedged. She was too embarrassed to tell him that she had been worried about him. "It's...good to see you."

Stepping out of the elevator, Baloo said, "It's good to be seen."

"I second that!" Kit said with a smile.

After they had all exited Khan Towers and gotten into Rebecca's car, Baloo said, "Don't take Seventh Street. There's an accident down there."

Just then, a fleet of fire trucks and police cars zoomed around them.

"How did you know?" Rebecca asked curiously as she started the car.

Sharing an uncomfortable look, Baloo and Kit said simultaneously, "We have our ways."

_**Higher for Hire  
The Next Day**_

Once more, Baloo and Kit sat on the end of the dock, fishing. The sounds of a radio drifted out to them from Wildcat's houseboat.

Broadcast Sally, Cape Suzette's famous D.J., was saying in her velvety voice, "In other news, air force pilots flying over the Mohahavie Desert reported strange activity around Area 52. Some scientists have attributed it to an UFO. Other scientists have called that theory quote bunkum unquote. Was it aliens? The world may never know."

Baloo and Kit shared a grin.

"And now here's Artie Shawn and his band playing 'Speedy Delivery Stomp'."

As the first few bars of the peppy tune blasted from the radio, Rebecca came down the dock, clipboard in hand. "What do you know? They're playing our song."

"Aw, man." Baloo redoubled his grip on his fishing pole and pulled the brim of his cap down over his eyes in a feeble effort to hide.

"I see you, Baloo." With an amused smile, Rebecca pushed the bill of his hat up.

Baloo felt a big tug on his line. "Yeah, just in time to see a historic moment. I'm gonna finally reel in Ol' Flippy."

"Not Ol' Flippy_ again_," she groaned. "_Ah!_"

Ol' Flippy had surfaced, spit out Baloo's hook, and splashed the three bears with his fin.

"Why that dirty so-an-so! Turnin' up his gills at a perfectly good triple-action twisted wiggly with extra stink bait."

Kit wrung out his cap. "I don't blame him."

Baloo wrung out his shirt and faced the inevitable. "What's the job this time, boss lady?"

"I need you to pick up some tea cakes from Alice's Wonderland of Baked Goods in Shropshire A.S.A.P." Rebecca smacked the soggy clipboard into his belly. "And don't even_ think_ about eating the cargo!"

"Trust me, Becky, I've learned to button-y my gluttony." After a moment's pause, he said, "Wait a sec. Did you say 'cake'?"

Simultaneously, Kit and Rebecca said, "Oh, no, you don't!"

The End


End file.
